No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Sumo Logic, Inc.), Agreement and Plan of Merger (ForgeRock, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (Mobileiron, Inc.), Agreement and Plan of Merger (Omnicomm Systems Inc)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or ; (ii) the provision of additional security (including a guaranty); or (iii) material conditions or obligations, including amendments to existing material conditions and obligations, in each case, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ping Identity Holding Corp.), Agreement and Plan of Merger (Zymergen Inc.), Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the no Company nor any of its Subsidiaries Group Member will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (STAMPS.COM Inc), Agreement and Plan of Merger (RealPage, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 7.4 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Imperva Inc), Agreement and Plan of Merger (Barracuda Networks Inc), Merger Agreement (Informatica Corp)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or ; (ii) the provision of additional security (including a guaranty); or (iii) material conditions or obligations, including amendments to existing material conditions and obligations, in connection with the Mergereach case, including in connection with obtaining any consent to the Transaction required pursuant to any Material Contract.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (On Deck Capital, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guarantyGuarantee), or otherwise make any accommodation, commitment or incur any liability or obligation to any third party, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (EngageSmart, Inc.), Agreement and Plan of Merger (Vista Equity Partners Fund Viii, L.P.), Agreement and Plan of Merger (Duck Creek Technologies, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to to: (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or ; (ii) the provision of additional security (including a guaranty); or (iii) material conditions or obligations, including amendments to existing conditions and obligations, in each case, in connection with the MergerTransaction, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 3 contracts
Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither Parent, Merger Sub, the Company nor any of its their respective Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the MergerTransactions, including in connection with obtaining any consent pursuant to any Material Subject Contract.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Open Text Corp)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the no Company nor any of its Subsidiaries Group Member will be required to or will agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tessco Technologies Inc), Agreement and Plan of Merger (Tufin Software Technologies Ltd.), Agreement and Plan of Merger (Cloudera, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither no member of the Company nor any of its Subsidiaries Group will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guarantyGuarantee), or otherwise make any accommodation, commitment or incur any liability or obligation to any third party, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (R1 RCM Inc. /DE), Agreement and Plan of Merger (R1 RCM Inc. /DE)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), ; or (ii) the provision of additional security (including a guaranty), in connection with the Mergereach case, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Oak Street Health, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty)) or any other concession or amendment of terms under any Contract, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company Company, Parent, Merger Sub nor any of its their respective Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vepf Vii SPV I, L.P.), Agreement and Plan of Merger (KnowBe4, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guarantyguarantee), or otherwise make any accommodation, commitment or incur any liability or obligation to any third party, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrols Restaurant Group, Inc.), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither Parent, the Company nor any of its their respective Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Echelon Corp), Agreement and Plan of Merger (Lifelock, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to (i) the payment of a any material consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or ; (ii) the provision of material additional security (including a guaranty); or (iii) material conditions or obligations, including amendments to existing conditions and obligations, in each case, in connection with the MergerTransaction, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Tax, Inc.), Agreement and Plan of Merger (Vitamin Shoppe, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the MergerTransactions, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monotype Imaging Holdings Inc.), Agreement and Plan of Merger (Nutraceutical International Corp)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Company Material Contract.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Embark Technology, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guarantyguarantee), in connection with the MergerTransactions, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or ; (ii) the provision of additional security (including a guaranty); or (iii) material conditions or obligations, including amendments to existing conditions and obligations, in each case, in connection with the MergerTransactions, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 6.01 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to to: (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or ; (ii) the provision of additional security (including a guaranty); or (iii) material conditions or obligations, including amendments to existing conditions and obligations, in each case, in connection with the MergerTransaction, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
Samples: Investment Agreement (Cepton, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guarantyguarantee), or otherwise make any accommodation, commitment 49 or incur any liability or obligation to any third party, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the MergerMergers, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the no Company nor any of its Subsidiaries Group Member will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Offer and the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Buyer Parties nor the Company nor any of its Subsidiaries Group will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guarantyguarantee), or otherwise make any accommodation, commitment or incur any liability or obligation to any third party other than as required by Section 6.2, in connection with the MergerTransactions, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 8.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), ) or the provision of additional security (including a guarantyguarantee), or otherwise make any accommodation or commitment or incur any liability or obligation to any third party, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Revance Therapeutics, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the MergerTransactions, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Buyer Parties nor the Company nor any of its Subsidiaries Group will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guarantyguarantee), or otherwise make any accommodation, commitment or incur any liability or obligation to any third party other than as required by Section 6.2, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.. 6.2
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the no Company nor any of its Subsidiaries Group Member will be required to or will agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Offer or the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castlight Health, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or ) (ii) the provision of additional security (including a guaranty); or (iii) material conditions or obligations, including amendments to existing material conditions and obligations, in each case, in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or ; (ii) the provision of additional security (including a guaranty); or (iii) material conditions or obligations, including amendments to existing conditions and obligations, in connection with the Mergereach case, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 5.1 or elsewhere in this Agreement, neither the no Company nor any of its Subsidiaries Group Member will be required to or will agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 7.3 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to the payment of a consent fee, “"profit sharing” " payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.. 6.2
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to (i) the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enova International, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 7.1 or elsewhere in this Agreement, neither none of Parent, Purchaser or any of the Company nor any of its Subsidiaries Group will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the MergerTransactions, including in connection with obtaining any consent pursuant to any Company Material Contract, unless such payment is expressly required by the terms of such Company Material Contract.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither none of Parent, the Company Company, nor any of its their respective Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 7.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its the Company Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Parent, the Company nor any of its their respective Subsidiaries will be required to pay or agree to the payment of a pay any consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of to provide additional security (including a guaranty), in connection with the Merger, including Transactions in connection with obtaining any consent pursuant to any Material Company Contract or Material Holdings Contract, as applicable.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 6.1 or elsewhere in this Agreement, neither none of Parent, the Company Company, nor any of its their respective Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the MergerOffer or the Mergers, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries Group will not be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the MergerMerger Transactions, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
No Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Agreement, except with the prior written consent of Parent, neither the Company nor any of its Subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Material Contract.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)
